Legal issues

Whether the Defendants acquired this profit in breach of their director’s duties (which are fiduciary duties).

Judgment

Because Stock couldn't pay, the contact between the bank and Stock was not completed, but remained executory. This meant that the Defendants were still acting in their capacity as directors of the bank, and therefore still owe a fiduciary duty.

The court’s only duty is to simply examine whether a profit was made without knowledge of the principal, not whether this harmed the principal in any way.

In this case, it was. The directors made a profit as a result of their position as fiduciaries, and this profit was made without knowledge of the principal.